Item
1.02. Termination of Material Definitive Agreement
As
previously disclosed, on September 16, 2022, FoxWayne Enterprises Acquisition Corp., a Delaware corporation (“FoxWayne”),
entered into an Agreement and Plan of Merger (“Merger Agreement”), by and among FoxWayne, Gotham Merger Sub, Inc.,
a Delaware corporation and a wholly owned subsidiary of FoxWayne (“Merger Sub”), Clover Inc., a corporation organized
under the laws of Ontario (“Clover”), and the stockholders’ representative.
On
January 12, 2023, by mutual agreement, the parties entered into a letter agreement to terminate the Merger Agreement pursuant to Section
9.1(a) thereof. Except as otherwise set forth in the Merger Agreement, none of parties shall have
any further liability thereunder.
Upon
termination of the Merger Agreement, the Stockholder Support Agreement (as defined in the Merger Agreement), the Sponsor Support Agreement
(as defined in the Merger Agreement) and the Parent Support Agreement (as defined in the Merger Agreement) terminated pursuant to their
terms.
The
foregoing summary of the letter agreement is qualified in its entirety by the text of the letter agreement, a copy of which is attached
as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Merger Agreement, the Stockholder Support
Agreement, the Sponsor Support Agreement and the Parent Support Agreement are qualified in their
entirety by reference to the full text of the Merger Agreement, the form of Stockholder Support Agreement, the form of Sponsor
Support Agreement and the form of Parent Support Agreement, copies of which were filed as Exhibit
2.1, Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to the Current Report on Form 8-K filed by FoxWayne on September 20,
2022, which are incorporated herein by reference.
Forward
Looking Statements
Certain
statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The
Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. Forward-looking statements are based on the opinions and estimates
of management of FoxWayne, as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions
and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those
expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the occurrence
of any event, change or other circumstances that could give rise to a delay in or the failure to close a future potential business combination,
the amount of redemptions, the ability to retain key personnel and the ability to achieve stockholder and regulatory approvals, industry
trends, legislation or regulatory requirements and developments in the global economy as well as the public health crisis related to
the coronavirus (COVID-19) pandemic and resulting significant negative effects to the global economy and significant volatility and disruption
of financial markets, increased operating costs and the impact of government shutdowns. Additional information on these and other factors
that may cause actual results and FoxWayne’s performance to differ materially is included in FoxWayne’s periodic reports
filed with the SEC. Copies of FoxWayne’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov
or may be obtained by contacting FoxWayne. Readers are cautioned not to place undue reliance upon any forward-looking statements, which
speak only as of the date made. These forward-looking statements are made only as of the date hereof, and FoxWayne undertakes no obligations
to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by law.
